IMPORTANT – PLEASE READ CAREFULLY

SITE ADMINISTRATOR AGREEMENT

IMPORTANT – PLEASE READ CAREFULLY: This Site Administrator Agreement (hereinafter, the "Agreement") is a legal and binding agreement between you, a Site Administrator (hereinafter to be referred to as "you" and "your") who is at a subscribing institution (hereinafter, the "Subscriber") and Anaca Technologies Ltd. ("Licensor"). The Licensor has entered into a Site License Agreement with the Subscriber to provide access to the Service which shall be used by End Users for the purpose of career and education planning. A copy of the Site License Agreement is posted at Licensor's Internet website (go to http://www.careercruising.com and click on the link marked "Legal"). Please check the terms and conditions on the website periodically for changes to the Site License Agreement and to the terms and conditions set forth in this Agreement. The form of the Site Licensing Agreement and Site Administrator Agreement in effect and posted at such website will apply to you. IF YOU DO NOT AGREE to be bound by the terms and conditions herein, Licensor is unwilling to provide you with access to the Administrator Tool. In that event, immediately stop using the Administrator Tool.

TERMS AND CONDITIONS:

1. DEFINITIONS

1.1 "Content" means all online or electronic documentation, embedded data, programming, HTML, files, images, graphics, icons, Documentation and all other content or materials incorporated in or generated by the Service.

1.2 "Documentation" means any activity sheets, support materials or other documentation supplied with or within the Service.

1.3 "End User(s)" shall mean the employees, faculty, staff, students, patrons or clients officially affiliated with the Subscriber and thereby authorized to use the Service as herein licensed.

1.4 "Personal Information" is defined as any writing, electronic, digital or other recorded information concerning End Users by which an End User may be individually identified or which is information that is unique or descriptive of the End User.

1.5 "Portfolio Tool" means the section of the Service accessible via a personal username and password which allows users of the Service to document career preparation plans and activities, record personal and educational accomplishments, create professional looking resumes and develop long term career and education plans. In certain jurisdictions the Portfolio Tool is referred to by a different name. In Kentucky the acronym ILP or Individual Learning Plan is used; in Michigan, the acronym EDP or Education Development Plan is used; in Delaware, the acronym SSP or Student Success Plan is used. For the purposes of this agreement, ILP, SSP and EDP are synonymous with and identical to the term Portfolio Tool.

1.6 "Portfolio End User(s)" shall mean any End User who is a user of the Portfolio Tool at a Site and who has agreed to a Portfolio End User terms of use agreement.

1.7 "Purchase Order" means the initial purchase order or written request for purchase submitted by Subscriber to Licensor in respect of the Service and any purchase order submitted in respect of any subscription renewal.

1.8 "Service" means the operation by which the Licensor provides the Subscriber access to Career Cruising (www.careercruising.com), a web-based application designed to guide individuals through the career and education planning process.

1.9 "Site" means the buildings generally used by the Subscriber and which are generally associated with the address(es) indicated in the Purchaser Order or which are otherwise typically identified as being those of the Subscriber.

1.10 "Site Administrator(s)" means any teacher, administrator or other professional, of the legal age of majority, located at a Site and who has agreed to a Site Administrator terms of use agreement.

1.11 "Administrator Tool" means the portion of the Service relating to the administrative back-end tool made available to Site Administrators to review the input of Portfolio End Users and to tailor the available Portfolio Tool options for the Portfolio End Users.

1.12 "Software" means the web-based application designed to guide individuals through the career and education planning process and which is accessible on the website (www.careercruising.com) and is provided as part of the Service.

1.13 "Subscriber", means the organization or entity who has agreed to the Site License Agreement with the Licensor by way of initiating a Purchase Order for a paid subscription and/or either by requesting or by being granted free trial access to the Service.

1.14 "Term" means the term of the Site Licensing Agreement.

2. USE LICENSE

2.1 Licensor has granted to Subscriber the non-exclusive, non-transferable right and license to permit an unlimited number of End Users to use the Service on computer workstations located at the Site and which shall give End Users access to the Software as a web-based application, during the Term and subject to the terms and conditions of this Agreement and the Site Licensing Agreement. You agree that you are a Site Administrator and have been given a password and username by another Site Administrator, employee of or directly from the Subscriber by which you are now accessing this Service.

2.2 You can access the Service via:

(a) a computer workstation at the Site by way of username and password verification or by any other means with which Subscriber may provide you; and

(b) your home computer for professional purposes only by way of username and password verification or by any other means with which Subscriber may provide you.

2.3 You may copy the Documentation that is provided to you by the Subscriber for use with the Service at the Site. You may also make screen prints from electronic Content or print downloaded files which have been supplied by either the Licensor or Subscriber to you or which is found on the website, but only for professional purposes.

2.4 The Subscriber has only been granted a license and does not own or have any rights other than those specifically given to Subscriber in the Site Licensing Agreement, in the materials, the Software, the Documentation or the website. In accordance with the Site License Agreement, you agree that you cannot:

(a) use, republish, upload, post or transmit in any way the Service or any Content except as expressly authorized pursuant to the Site Licensing Agreement and this Agreement;

(b) copy, reproduce, modify or create derivative works from the Content except as expressly authorized pursuant to the Site Licensing Agreement and this Agreement;

(c) use the Content for any commercial or other purpose other than non-commercial educational use by you;

(d) remove any copyright or other proprietary notations from the Content or any copies thereof;

(e) distribute, transfer, sell, lease, sublicense, assign or otherwise make available, directly or indirectly, the Service or any Content, in part or in whole, including any search output or results, to any other person except as expressly authorized pursuant to the Site Licensing Agreement and this Agreement; and

(f) "mirror" the Content on any other server.

2.5 As a Site Administrator, you will be provided with access to the Administrator Tool. You do hereby acknowledge that if you use the Administrator Tool, you will have access to the Personal Information and other information relating to Portfolio End Users at your Site.

2.6 You are responsible for maintaining the confidentiality of each Portfolio End User's Portfolio username and password as well as any information to which you are made privy as a result of your access to each Portfolio End User's Portfolio including all Personal Information.

2.7 You will ensure that no Personal Information is disclosed to any third party including any other End User except as otherwise permitted under the Site Licensing Agreement. You will not use, copy or permit the use or copying of any Personal Information or materials relating to the Personal Information except where your professional duties so require. You shall ensure that all such copies are erased or shredded, as the case may be, once they are no longer needed for professional purposes. You will ensure that at all times you are adhering to Subscriber's or your jurisdiction's privacy policies.

2.8 It is possible that Licensor may be required to provide usernames, passwords or Personal Information in order to satisfy a particular law, regulation, legal process, law enforcement or governmental request. Accordingly, Licensor must reserve the right to monitor, review, retain or disclose any information as necessary under those circumstances. Regardless of these provisions, Licensor does not have an obligation to monitor the use of the Portfolios.

3. OWNERSHIP

3.1 The Service, including all Content and the Software, is protected by copyright under Canadian, United States, foreign laws and international treaties. Unauthorized use of the Service may violate copyright, trademark and other laws.

3.2 You shall use your best efforts to prevent any illegal use of the Service or Documentation by you or any other person, including protecting all usernames and passwords.

3.3 You do hereby accept full responsibility for the misuse of any password that has been given to you under this Agreement or the Site License Agreement and which was obtained from you or as a result of your negligence or carelessness. You shall not publish the password provided to you and you shall ensure that it is not published on the World-Wide Web or in any other publications that can be accessed by the public at large.

4. LIMITATION OF LIABILITY

4.1 LICENSOR ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE ANY INTENDED PURPOSE, FOR THE PROPER USE OF SERVICE OR FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SERVICE. LICENSOR LICENSES THE SERVICE, INCLUDING USE OF THE SOFTWARE, "AS IS." LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS OR RELIABILITY OF THE USE OF THE SERVICE OR OTHERWISE RELATING TO THE SERVICE OR ANY MATERIAL ON ANY WEBSITES LINKED TO THE SERVICE. LICENSOR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR THAT THE SERVICE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF SUBSCRIBER'S OR YOUR USE OF THE SERVICE OR CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, LICENSOR IS NOT RESPONSIBLE FOR THESE COSTS.

4.2 IN NO EVENT WILL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES WHATSOEVER RESULTING FROM LOST DATA OR THE MISUSE OF DATA OR PERSONAL INFORMATION, HOWEVER ARISING, WHETHER FOR BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, INCURRED BY YOU, SUBSCRIBER OR ANY THIRD PARTY, IN ANY CASE, REGARDLESS OF WHETHER LICENSOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.3 YOU AGREE THAT, IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS AND THIRD-PARTY SUPPLIERS UNDER THIS AGREEMENT, OR OTHERWISE IN RESPECT OF THE SUBJECT MATTER OF THIS AGREEMENT, FOR DAMAGES, REGARDLESS OF FORM OF ACTION, WILL BE EQUAL TO CDN $100.00.

4.4 The provisions of this paragraph 4 will apply to the maximum extent permitted by law. Because some jurisdictions do not allow limitations on implied warranties or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. TERMINATION OF AGREEMENT

5.1 You acknowledge that your use of the Service is dependent upon the Site Licensing Agreement still being valid between the Licensor and Subscriber. Your ability to use the Service shall terminate upon the termination of the Site Licensing Agreement, and you shall destroy or erase all copies of the Service, the Content and the Documentation, or any portion thereof, in hardcopy form or as stored in electronic or digital form on any of your computer equipment, respectively.

5.2 Any and all use of the Service by you following termination of the Site Licensing Agreement is prohibited and may result in additional fees and charges being levied against you or Subscriber.

5.3 Paragraphs 1, 3, 4, 5, 6, 7 and 8 shall survive the termination or expiration of this Agreement and the Site Licensing Agreement.

6. INDEMNITY

6.1 You will indemnify Licensor, its officers, directors, employees, agents, sub-contractors and third-party suppliers (collectively the "Indemnitees") and hold the Indemnitees harmless from and against any and all liability, loss, damage, actions, claims or expense (including legal fees and expenses) (collectively "Liabilities") that result from or arise out of:

(a) the use of the Service by you;

(b) any liability of any kind that is a consequence of your negligent or purposeful misuse of Personal Information; and

(c) any breach by you of this Agreement.

7. COPYRIGHT AND TRADEMARK NOTICES

7.1 All Content is: Copyright © 1999-2009 Anaca Technologies Ltd. and/or its suppliers, c/o Anaca Technologies Ltd., 1867 Yonge Street, Suite 1002, Toronto, Ontario, M4S 1Y5. All rights reserved.

7.2 Career Cruising is a registered trademark of Anaca Technologies Ltd.7.3 Any rights not expressly granted herein or in the Site Licensing Agreement are reserved.

8. GENERAL PROVISIONS

8.1 Licensor's waiver, failure or delay to exercise any right, provision or entitlement herein shall not be deemed to constitute a waiver of same or any other provision, right or entitlement herein.

8.2 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any actions at law or in equity arising out of or in relation to this Site Licensing Agreement may be filed only in courts located in the Province of Ontario, Canada and you hereby consent and submit to the personal jurisdiction of such courts.

8.3 If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired as a result of such event in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired as a result of such event, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Convention avec l'administrateur d'un site en français.